SEC FORM
4
SEC Form 4
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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| OMB APPROVAL |
| OMB Number: |
3235-0287 |
| Estimated average burden |
| hours per response: |
0.5 |
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|
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
KRONOS WORLDWIDE INC
[ KRO ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
X |
10% Owner |
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Officer (give title below) |
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Other (specify below) |
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3. Date of Earliest Transaction
(Month/Day/Year)
03/10/2004
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4. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
| Common Stock $0.01 par value |
03/10/2004 |
|
J
|
|
2,000 |
A |
$30
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15,703,494 |
I |
by Valhi
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| Common Stock $0.01 par value |
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|
|
|
|
|
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25,047,507 |
I |
by NL
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| Common Stock $0.01 par value |
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|
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5,107,770 |
I |
by Tremont
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
3)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| THREE LINCOLN CENTRE |
| 5430 LBJ FREEWAY STE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
|
1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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1. Name and Address of Reporting Person*
| 5430 LBJ FREEWAY |
| SUITE 1700 |
(Street)
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| Explanation of Responses: |
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| Remarks: |
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/s/ A. Andrew R. Louis, Secretary for Contran Corporation |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for National City Lines, Inc. |
03/10/2004 |
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/s/ A. Andrew R. Louis, Assistant Secretary for NL Industries, Inc. |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for Tremont LLC |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for Dixie Holding Company |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for Dixie Rice Agricultural Corporation |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for NOA, Inc. |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for Southwest Louisiana Land Company, Inc. |
03/10/2004 |
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/s/ A. Andrew R. Louis, Attorney-in-Fact for Harold C. Simmons |
03/10/2004 |
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/s/ A. Andrew R. Louis, Secretary for Valhi, Inc. |
03/10/2004 |
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** Signature of Reporting Person |
Date |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. |
| * If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v). |
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |
Additional Information
NL, Industries, Inc. ("NL"), Valhi, Inc. ("Valhi") and Tremont LLC
("Tremont") are the holders of 51.2%, 32.1% and 10.4%, respectively, of the
outstanding shares of common stock, par value $0.01 per share ("Common Stock"),
of the issuer.
Valhi and Tremont are the direct holders of approximately 62.4% and 21.1%,
respectively, of the outstanding common stock of NL. Valhi is the direct holder
of 100% of the membership interests of Tremont. Valhi Group, Inc. ("VGI"),
National City Lines, Inc. ("National"), Contran Corporation ("Contran"), the
Harold Simmons Foundation, Inc. (the "Foundation"), the Contran Deferred
Compensation Trust No. 2 (the "CDCT No. 2") and The Combined Master Retirement
Trust (the "CMRT") are the direct holders of approximately 77.6%, 9.1%, 3.1%,
0.9%, 0.4% and 0.1%, respectively, of the outstanding shares of Valhi common
stock. National, NOA, Inc. ("NOA") and Dixie Holding Company ("Dixie Holding")
are the direct holders of approximately 73.3%, 11.4% and 15.3%, respectively, of
the outstanding common stock of VGI. Contran and NOA are the direct holders of
approximately 85.7% and 14.3%, respectively, of the outstanding common stock of
National. Contran and Southwest Louisiana Land Company, Inc. ("Southwest") are
the direct holders of approximately 48.9% and 51.1%, respectively, of the
outstanding common stock of NOA. Dixie Rice Agricultural Corporation, Inc.
("Dixie Rice") is the direct holder of 100% of the outstanding common stock of
Dixie Holding. Contran is the holder of 100% of the outstanding common stock of
Dixie Rice and approximately 88.9% of the outstanding common stock of Southwest.
Substantially all of Contran's outstanding voting stock is held by trusts
established for the benefit of certain children and grandchildren of Harold C.
Simmons (the "Trusts"), of which Mr. Simmons is the sole trustee. As sole
trustee of each of the Trusts, Mr. Simmons has the power to vote and direct the
disposition of the shares of Contran stock held by each of the Trusts.
Harold C. Simmons is the chairman of the board and chief executive officer
of each of the issuer and NL and the chairman of the board of each of Tremont,
Valhi, VGI, National, NOA, Dixie Holding, Dixie Rice, Southwest and Contran.
The Foundation directly holds approximately 0.9% of the outstanding shares
of Valhi common stock. The Foundation is a tax-exempt foundation organized for
charitable purposes. Harold C. Simmons is the chairman of the board of the
Foundation.
The CDCT No. 2 directly holds approximately 0.4% of the outstanding shares
of Valhi common stock. U.S. Bank National Association serves as the trustee of
the CDCT No. 2. Contran established the CDCT No. 2 as an irrevocable "rabbi
trust" to assist Contran in meeting certain deferred compensation obligations
that it owes to Harold C. Simmons. If the CDCT No. 2 assets are insufficient to
satisfy such obligations, Contran is obligated to satisfy the balance of such
obligations as they come due. Pursuant to the terms of the CDCT No. 2, Contran
(i) retains the power to vote the shares of Valhi common stock held directly by
the CDCT No. 2, (ii) retains dispositive power over such shares and (iii) may be
deemed the indirect beneficial owner of such shares.
The CMRT directly holds approximately 0.1% of the outstanding shares of
Valhi common stock. Valhi established the CMRT to permit the collective
investment by master trusts that maintain the assets of certain employee benefit
plans Valhi and related companies adopt. Harold C. Simmons is the sole trustee
of the CMRT and a member of the trust investment committee for the CMRT. Valhi's
board of directors selects the trustee and members of the trust investment
committee for the CMRT. Harold C. Simmons disclaims beneficial ownership of the
shares of Valhi common stock held by the CMRT, except to the extent of his
individual vested beneficial interest, if any, in the assets held by the CMRT.
By virtue of the holding of the offices, the stock ownership and his
services as trustee, all as described above, (a) Harold C. Simmons may be deemed
to control such entities and (b) Mr. Simmons and certain of such entities may be
deemed to possess indirect beneficial ownership of shares directly held by
certain of such other entities. However, Mr. Simmons disclaims such beneficial
ownership of the shares beneficially owned directly or indirectly by any of such
entities, except to the extent of his vested beneficial interest, if any, in
shares held by the CMRT and his interest as a beneficiary of the CDCT No. 2. Mr.
Harold Simmons disclaims beneficial ownership of all shares of Common Stock that
NL, Valhi or Tremont directly holds.
Harold C. Simmons' spouse is the direct owner of 34,737 shares of Common
Stock and 69,475 shares of NL common stock. Mr. Simmons may be deemed to share
indirect beneficial ownership of such shares. Mr. Simmons disclaims all such
beneficial ownership.
Harold C. Simmons directly holds 3,000 shares of Common Stock, 12,000
shares of NL common stock (including stock options exercisable for 6,000 shares)
and 3,383 shares of Valhi common stock.
Valmont Insurance Company ("Valmont"), NL and a subsidiary of NL directly
own 1,000,000, 3,522,967 and 1,186,200 shares of Valhi common stock,
respectively. Valhi is the direct holder of 100% of the outstanding common stock
of Valmont. Pursuant to Delaware law, Valhi treats the shares of Valhi common
stock that Valmont, NL, and the subsidiary of NL own as treasury stock for
voting purposes. For the purposes of the percentage calculations herein, such
shares are not deemed outstanding.
